In 1999, the Wachowski Brothers and producer Joel Silver unveiled The Matrix, a visionary fusion of brutally elegant action and densely-layered storytelling. The filmmakers not only electrified audiences with audacious visual innovations, they created a provocative action film that ponders the essence of reality and identity, illuminating the choices we must make and the strengths and weaknesses that compel us to make them.
The Wachowskis envisioned the epic story they unleashed in The Matrix as a trilogy, and approached the production of the second and third installments as a single film that would be presented in two parts.

With the May 2003 release of the second chapter, The Matrix Reloaded, the writer-directors tunneled deeper into the sprawling saga’s mythology and presented revolutionary new visual effects technology that redefined what is cinematically possible. Driven by furiously breathtaking action sequences, Reloaded elaborated on the first film’s themes of philosophical and technical alienation in the continuation of Neo’s
treacherous journey toward greater truth and understanding of his pivotal role in the fate of mankind

To date, The Matrix Reloaded has earned over $735 million in worldwide box office, making it the highest-grossing film of 2003 and the highest-grossing R-rated film in history, both domestically and internationally. Additionally, Reloaded scored the record for the largest single week ever with $158.2 million and reached $150 million in a record-breaking six days domestically; internationally, it is the 10th highest grossing
film of all-time, and is the first film in history to gross more than $100 million in a single weekend.

The staggering box office of the first two installments of the trilogy and the vast amount of thought devoted to the examination of the Wachowskis’ work is evidence of the extent to which the filmmakers have hacked into the collective consciousness with their provocative and challenging filmmaking. "They’ve created an epic story, told it in a visionary way that revolutionized entertainment, and created a thinking
person’s action trilogy," observes Matrix producer Joel Silver. "You can enjoy the films on a purely visceral level, and if you want to go deeper, there are some very profound ideas to consider."

The Wachowskis believe that at the heart of the Matrix films is the hope of integration – the synthesis of our finite knowledge of what is with our infinite beliefs of what might be. "These films explore the search for truth, the cost of knowledge, the quest for understanding our lives and the sacrifices we choose to make," Keanu Reeves suggests. "Evolution is another important theme of the trilogy. In
the first film, it’s Machines versus humans, who are trying to free themselves from the world of the Matrix where the Machines have enslaved them. In Reloaded and Revolutions, you see the perspective of Machine-created programs trying to hide in the Matrix when they face deletion in the Machine world, while the humans face extinction by the Machines that are trying to destroy Zion. Ultimately, the Machines’ survival is threatened as well, and the humans, programs and Machines
have to find a way to cooperate to ensure their survival."

The visual and intellectual concepts that were introduced in The Matrix and further explored in Reloaded culminate in a tour de force of epic action and resolution in the trilogy’s final explosive chapter, The Matrix Revolutions. "With Revolutions, the Brothers deliver an incredibly powerful payoff to their story," Silver says. "They’ve resolved Neo’s journey in a way that is emotional, intelligent,
humorous and fun and gives you a true sense of what this concept was all about. It’s very satisfying, yet people will still be driven to analyze and discuss it."

At the cliffhanger conclusion of The Matrix Reloaded, Neo lies in a comatose state aboard the rebel hovercraft Mjolnir after using his powers to terminate several attacking Sentinels – an inexplicable feat given that he was not jacked into the Matrix during the deadly confrontation. In Revolutions, Neo learns the truth behind the source of his powers and why he is able to use them in the real world. Reeves sees Neo as
"a lightning rod, a searcher and a witness. In acting out his quest, Neo makes himself available as a conduit for a very powerful energy force, which translates into these extraordinary powers."

While Neo’s powers have grown exponentially, so too have those of the rapacious Agent Smith – to the point that he has become a bigger threat to the Machine world that created him than the citizens of Zion who are fighting for survival against the Machine army. Neo realizes that in order to save both Zion and the Machine world from total destruction by Smith, he will have to go farther than he ever imagined. "It’s
the last unknown, it’s the last unanswered question in his journey," Reeves says. "He has to see his quest to the end, where it leads to, whatever it takes. That’s why I love Neo. He wants peace and he’s willing to do anything for it."

Laurence Fishburne recognizes a sense of commitment shared by both actor and character. "Keanu is unlike anyone I have ever met; he’s a deeply sensitive, keenly intelligent guy," observes Fishburne. "He completely dedicated his life to Neo during the making of these films, and it’s been a real joy to walk through this whole amazing experience with him."

As Neo follows his path to its ultimate conclusion, a disillusioned Morpheus continues to believe that his former student will find a way to end the war, despite the Architect’s startling revelation in Reloaded that the Oracle’s Prophecy may simply be another system of the Machines’ control. "In Revolutions, even more of Morpheus’ humanity comes to the surface," Fishburne reveals. "Morpheus
is still the guy that you will follow because you believe in him and feel safe with him, but he’s not the same formidable figure we met in the first film who seems to know everything. His belief system has been shaken, and in his struggle to come to terms, he becomes more human."

An equally fierce believer in Neo, Trinity is inspired by their profound connection to follow her own path. "One of the things that I love so much about Trinity is just her complete and total commitment to the love that she has for Neo and her belief in him, and how their love strengthens her and softens her at the same time," Carrie-Anne Moss says.

"The Wachowskis have done an incredible job of crafting Neo and Trinity’s relationship," Silver adds. "Their connection is such a strong part of the trilogy, especially in Revolutions – it connects the characters, it connects the story and the films. The love they have for each other is what it’s all about."

Given a second chance at life at the end of Reloaded, Trinity puts her fate into Neo’s hands once again when she chooses to accompany him to the Machine City. "Trinity is very proactive, as we know," Moss says, laughing. "She isn’t going to be told that she can’t do something, and she’s not going to sit around and wait to see what happens to Neo. So she finds a way to help him."

Another crucial member of the Zion resistance also chooses to help Neo – but Niobe’s support is the hard-won result of an inner journey that begins in Reloaded and is depicted in greater detail in the video game Enter the Matrix. "When we meet Niobe in Reloaded, she doesn’t have faith; she doesn’t believe in anything but herself," Jada Pinkett Smith says. "Her ego is a beast and she’s
extremely arrogant. Over the course of the story, her faith grows in Neo and in Morpheus, and she begins to surrender to the concept that there is something beyond intellect, beyond logic, beyond her."

Though Niobe does not believe in the Oracle’s Prophecy, she offers her ship to Neo when he makes his decision to travel to the Machine City in search of peace. As Pinkett Smith sees it, "Niobe respects Neo and stands by him because of the things he has done and the sacrifices he has chosen to make. She doesn’t believe that he’s the One, but she believes that if anyone can do it, he can."

Thrust together under life-and-death circumstances, Niobe and Morpheus find that their deep yet distant connection still rings true. "Niobe was attracted to Commander Lock because he’s smart, but I think her heart is truly with Morpheus," Pinkett Smith muses. Adds Fishburne: "The way the Brothers wrote the third act of Revolutions, where Neo and Trinity are ascending while Morpheus and Niobe are descending
and the world is coming to a catastrophic end, is truly beautiful and romantic."

Meanwhile, Agent Smith’s appetite for destruction grows more ravenous as he becomes increasingly more powerful. "In The Matrix, Smith starts off as a very rigid character with a very strong, defined mission that he has to accomplish," Hugo Weaving describes. "During that journey, he starts to feel human feelings. He starts to feel anger and jealousy. He starts to smell things and he starts to have a hint
of what it’s like to have humanity inside him. And he hates that. He sees it as a weakness. In Reloaded, he’s accepted these powerful feelings more and more and he starts to relish them. His ego has expanded and he’s quite literally been liberated. In Revolutions, his ego runs rampant – he has evolved from wanting to be free of the Matrix to trying to take over the world."

Underneath Smith’s cruel depravity, notes Weaving, "he’s a very dark character but I’ve always thought he was funny. There were humorous elements to Smith in the first Matrix which seemed to come straight out of Larry and Andy’s character and I loved that they expanded those elements in Reloaded and Revolutions. I enjoyed the experience of playing Smith immensely."

Because Smith’s ego and power threaten to overwhelm both the real and Machine worlds, the Oracle chooses to help Neo – a decision that costs her dearly. As it is explained in the video game Enter the Matrix, the Oracle’s appearance (or "shell") has been terminated by the vengeful Merovingian, so she takes a new form in Revolutions.

In developing the scripts for Reloaded and Revolutions, the Wachowskis discussed the idea of changing the Oracle’s physical appearance, but decided instead to have actress Gloria Foster reprise her role from The Matrix in the second and third chapters of the trilogy. When Foster passed away after completing her scenes for Reloaded, the Brothers returned to their original idea for the path of the Oracle. "Gloria was
a remarkably talented, charismatic woman," Silver recalls. "We are extremely proud that she will always be remembered for delivering two of her finest performances in The Matrix and The Matrix Reloaded. Fate forced the Wachowskis to alter the path of the Oracle to address Gloria’s passing, but they were able to deepen the character’s story as a result and I think it’s very effective."

"It was wonderful to see the Brothers find a way to honor Gloria’s death and continue growing the story in their changing of the script," Moss agrees.

The filmmakers cast respected stage and screen actress Mary Alice (Oz) to play the Oracle in her new form. "I’m not a big science fiction fan, but there is something in the Matrix films that I find very spiritual," says Alice, who starred opposite Foster in the Broadway play Having Our Say in 1995, playing sisters who live to be over 100. "My life has changed from being in it."

"Mary Alice came in and did an amazing job of presenting a living, breathing Oracle," says Fishburne, who portrayed Alice’s son in a play they performed in together in New York when he was ten years old.

Zee, a citizen of Zion who plays a crucial role in the defense of the city against the Machines’ relentless siege, has even more at stake than most: she lost both of her brothers, Tank and Dozer (key members of Morpheus’ crew in The Matrix), to the war with the Machines, and her boyfriend Link has put his life on the line to serve as Morpheus’ operator. "Zee is strong and determined to accomplish what
needs to be done without letting fear get in her way," says Nona Gaye. "She feels very protective of Zion, and Link is all she’s got left. She wants to make sure that they can have a life together."

Completing the main cast of The Matrix Revolutions are Lambert Wilson as the Merovingian; Monica Bellucci as Persephone; Harold Perrineau as Link; Harry Lennix as Commander Lock; Collin Chou as Seraph; Nathaniel Lees as Mifune, leader of the APU Corps; Clayton Watson as the Kid; Tanveer Atwal as Sati, a girl Neo encounters at the Mobil Avenue Train Station; Bernard White as Sati’s father, Rama; Bruce Spence as the Trainman,
who controls all travel between the Matrix and the Machine world; Ian Bliss as Bane, the treacherous hovercraft crewmember inhabited by Agent Smith; David Roberts as Roland, captain of the Mjolnir; Anthony Wong as Ghost, Niobe’s first mate; and Anthony Zerbe as Councillor Hamman.

Reflecting back on the journey he began in the winter of 1997, when he started training for the role of Neo in The Matrix, Reeves appreciates the challenges posed by the Wachowskis and their ambitious story. "I love working with Larry and Andrew, I respect the opportunities they gave me and I respect the ideas and the imagination in this beautiful story," Reeves says. "Everyone involved with these films was asked
to do their very best, and it was challenging, but that’s what makes it really good – rolling up your sleeves and trying to realize this dream. How can you not be excited by the opportunity to hopefully do the best work that you might ever get the chance to do in your creative life?"

"For me, the experience of making these films has been transforming," says Moss. "I’ve learned so much about myself, about life and work. It’s wonderful to be so committed to a project, and to be in a trilogy of films about conviction, having faith and fighting for what you believe in."

Jada Pinkett Smith was similarly inspired by her Matrix experience. "It’s been fun because I got to play my alter ego to the hilt," she says with a laugh, "and I’ve really learned a lot about myself through Niobe. Working on these films has really helped me strengthen my faith. I’ve done a lot of research and reading in my own internal journey of trying to deepen my roots as far as faith is
concerned, and these movies were a big part of that process."

When he considers his key role in the trilogy as Morpheus, the man whose unwavering faith provides the catalyst to Neo’s journey as the One, "I don’t think it’s an accident that I’m a part of this; I think it was perhaps a part of my destiny," Fishburne says thoughtfully. "I love Morpheus. He’s probably the character I will be most remembered for. And everyone that I spent time with
making these films will be part of who I am for the rest of my life."

For Silver, who produced the blockbuster Die Hard and Lethal Weapon series, in addition to an impressive array of hit films, the Matrix trilogy "closes a chapter in filmmaking for me. It’s been an incredible adventure. The monumental undertaking of making these pictures was as full of drama, thrills and excitement as the movies themselves. Like everyone involved, I devoted a big part of my life to this incredible
saga, and I’ll miss it."

REVOLUTIONARY TRAINING, COMBAT & STUNTS

After taking the unprecedented approach of training for and performing their own sophisticated Kung Fu fighting and wire work stunts for The Matrix, the principal cast – Keanu Reeves, Carrie-Anne Moss, Laurence Fishburne and Hugo Weaving – reunited with the trilogy’s fight choreographer, master artist/wire work specialist Yuen Wo Ping, and his Hong Kong Kung Fu team led by Dion Lam, for five months of training
and rehearsals prior to the production of The Matrix Reloaded and The Matrix Revolutions. Daily training sessions were held in a Santa Monica airplane hangar that accommodated the film’s large motion capture stage in addition to a Matrix stunt team nearly triple its original size.

Having endured grueling training for four months for the first film, "the cast arrived in much better shape, much fitter, with a far greater understanding of the demands we would place on them," Wo Ping says.

"Training for these two films was probably three times harder than preparing for the first," admits Reeves, who devoted at least seven hours a day to Kung Fu. "Neo’s Kung Fu elements and wire work are much more sophisticated."

While training for and filming The Matrix, Reeves was recovering from neck surgery, which restricted his movements, so Wo Ping accommodated his injury by choreographing routines that featured more hand-to-hand combat than kicking. This time around, Reeves had no such limitations. "The more I could do, the more they pushed me," recalls the dedicated actor. "So when I could do one thing well, that was the day they’d
ask me if I could do two things. Then when we were shooting, the Brothers would ask me if I could do seven things! It was all very good fun, but very hard work as well. And painful – ice is your friend." (During training, Reeves was known to sit in a bathtub full of ice.)

"There is no one who is harder on themselves than Keanu," Moss observes. "There were times when I would cover my ears and eyes, worried that he was pushing himself too far, but I completely commend and applaud him for going there. He really took his fighting and physicality to a level that I don’t think any American actor has ever done."

"Keanu is exceptional," compliments Wo Ping. "He is a super perfectionist, always dissatisfied with his own performance, even when I think it’s very good! I tried my best to match the level that he was looking for."

Reeves feels that such ambitious training was the only way to reach the level of technical acuity necessary to achieve the Brothers’ vision for the film’s awe-inspiring action. "Wo Ping, Larry and Andy want the fights to be as spectacular as possible," he says. "They love spectacle and they want to entertain. They’re interested in physical contact in both its positive and negative light, in
the same way that fire can be destructive and it can also give warmth – that’s what they want from an action sequence."

The exhilarating Revolutions fight sequences – the Club Hell Coat Check showdown, Neo’s brutal fight with Bane aboard the Logos, and his do-or-die battle with Agent Smith known as the Super Burly Brawl – result from a powerful synthesis between the choreographer, the filmmakers and the cast. "Wo Ping’s style meshes exceptionally well with the Brothers’ philosophy in terms of storytelling,"
says producer Joel Silver. "Beyond the obvious antagonist and protagonist combating in a test of physical will, he illustrates the characters’ development through the fights. It was in the Dojo Fight in The Matrix that Neo first began to explore his potential, and in Reloaded’s Burly Brawl, he is so challenged by the onslaught of Smiths that he has to elevate himself to a whole new level. In Revolutions, Neo and Smith have increased their abilities to the point that
they’re equal in power, and their power is immense."

"The Brothers wanted the Super Brawl fight to convey Neo and Smith’s invincibility," Wo Ping explains. "I tried to create an energy behind this sequence of these two very different fighters clashing in a battle where both must win but neither can be defeated. Thanks once again to Keanu and Hugo’s perseverance, we were able to achieve that energy in the fight."

According to Silver, the cinematic payoff is extraordinary. "The Super Burly Brawl is like the ultimate comic book battle between two superheroes wreaking havoc on the world, which we’ve never witnessed in live action before," he describes. "It’s a fantastic experience to watch how the Wachowskis have developed Neo and Smith’s rivalry to this final, incredible resolution in Revolutions."

Filming the colossally ambitious Super Brawl took eight weeks and required months of preparation for the production team to develop innovative technical equipment to realize the Wachowskis’ vision for the bombastic sequence. The script called for the meticulously choreographed contest of will to take place in torrential rain, beginning on a flooded street lined with Agent Smiths, and then rocketing 2,500 feet into the
lightning-streaked sky, hurtling in and out of an abandoned skyscraper, and crashing into a massive crater where Neo and Smith’s earth-shattering conflict is finally resolved. Devices were created to produce extra large raindrops that could be lit and seen better than typical "movie rain." Though it was impractical to heat the vast amount of water used in the sequence, it was constantly recycled and purified through the rain rigs.

"Shooting the first section of the Super Brawl, where Neo and Smith confront each other in the street in the pouring rain, was fantastic," enthuses Hugo Weaving, who says he "trained smarter" for Reloaded and Revolutions to avoid the injuries he suffered while making The Matrix. "I really love the sensation of being in the rain and I felt very invigorated and energized by it. Then when we got into the
crater we were fighting in the mud as well, so it became more difficult."

Filming the blend of confrontational action and dialogue in the Crater proved to be the most challenging section of the sequence for Weaving. "The rain was so heavy that it was hard to speak without starting to have bubbles and streams of water running out of your mouth. You couldn’t hear yourself speak, so finding the right tone in that scene was really difficult because I had no notion of what I sounded like."

The three-deep rows of Agent Smith spectators were simulated via a combination of actor doubles, Smith "dummies" created by the Art Department and CGI Smiths added by the VFX team. Doubles outfitted in Smith masks stood in the back row and controlled the head movements of two rows of inter-connected dummies, so that every Smith follows the fight action in synchronicity.

To create a realistic sense of weightlessness for the airborne sequence of the Brawl, the Stunt and Martial Arts teams collaborated with Visual Effects and production departments to invent the "Tuning Forks," a special rig that enabled the actors and stuntmen to simulate weightlessness while fighting. (Early testing proved it impractical to pursue the initial concept of shooting on a special NASA plane that simulates
zero gravity for astronaut training.) This gravity-defying section of the battle was staged in "the Egg," a large box-like set enclosed in blue screen where the fighting was shot and later married with a VFX background of the rain-drenched Matrix cityscape.

Numerous other rigs and harnesses were used to achieve all of Revolutions’ acrobatic stunts and wire work, including the versatile "Twisty Belt." Developed by Martial Arts Coordinator and Reeves’ stunt double Chad Stahelski, the Twisty Belt is a harness that allows one to perform fluid multi-directional rotations, such as a back flip into a cartwheel. Another key piece of equipment was the infamous "Yak
rig," so named because of the performers’ tendency to vomit after working in this gyroscope-based device that simulates freefalling.

"Wire work looks easy, but it takes a lot of practice to get used to articulating your body and developing timing between you and the wire team that’s pulling," notes Stahelski. "On top of all that, you need to be flexible, you need to be able to kick and punch and you still need the strength to pull your body up into the required positions."

"It was grueling work, trying to execute the Kung Fu and wire moves in the rain, but Hugo and Chad and the stunt team were incredible," Reeves says of the painstaking effort that went into perfecting the brutally balletic sequence. (In addition to his work in the Super Brawl, Reeves also performed portions of Neo’s fight with Bane aboard the Logos without the benefit of sight, since the prosthetic makeup used
to depict Neo’s eye damage severely limited his vision.)

"Keanu beats himself up on set and he has very high expectations of what the standard of work should be, but he never pressures me or the other actors," Weaving adds. "He’s a great listener – I really love working with him."

Another gravity-defying Revolutions fight sequence designed by Wo Ping takes place in the Club Hell Coat Check, where Trinity, Morpheus and Seraph infiltrate an underground nightclub in the Matrix to confront the Merovingian, who has placed a bounty on each of their heads. A track system was installed on the ceiling of the set to anchor the actors and stunt performers upside down, and the Twisty Belt again provided the range
of motion needed to pull off the characters’ acrobatic melee. Hundreds of squibs, explosives and breakaway set pieces had to be synchronized with the performers’ complex maneuvers.

"When I walked onto the Club Hell set, it reminded me of when Keanu and I shot the Lobby sequence in The Matrix," recalls Carrie-Anne Moss, who broke her leg while training for Reloaded and Revolutions. "The pressure to get every move right and be in sync with all the squibs and the explosions was immense. I was nervous about getting back on the wire again after breaking my leg, but Chad and the wire team really
helped me out. I wound up nailing a couple of big moves in one take, and got a ‘Hurrah!’ from the Brothers, which is really rare. Completing the Club Hell sequence was one of the highlights of this project for me."

"Carrie-Anne’s attitude on these projects has been ‘Just tell me what you want me to do and I’ll do it,’" Reeves says admiringly. "She embodies and lives that, beautifully and inspiringly so."

"Carrie-Anne is very, very good and I always encouraged her to feel more confident about her ability," says Wo Ping. "I also designed an extremely fast, powerful kick for her, which we call the Scorpion Kick. She uses the Scorpion Kick in the opening fight of Reloaded and again in the Club Hell fight in Revolutions. I trained her for over six months just for that one kick. She performed it very, very powerfully,
with great precision."

The Club Hell fight also features Trinity’s signature kick, the Double Eagle, a mighty blow delivered while she’s suspended in mid-air. "I had to kick this guy and he slams into a wall and gets stuck, and every time I did it I closed my eyes until they said he was okay, because I was so afraid he was going to get a concussion or hurt himself," Moss says. "But he just kept doing it and loving it. Stuntmen
and stuntwomen are very, very special people."

"The Club Hell Coat Check fight takes the wire fu concept even further than the Lobby sequence in The Matrix," Silver suggests. "It’s exciting to see how we were able to expand and elaborate on the artistry from the first film in this arc that culminates in Revolutions."

A special hydraulic rig was used in the filming of the Siege on Zion, in which soldiers and volunteers are attacked and eviscerated by throngs of deadly Sentinels. This "airbike," typically used to simulate a motorcycle moving in front of green screen, was adapted by the Matrix production to grab, shake and throw stunt performers as if being seized by Sentinel tentacles. (The rig was nicknamed the "PMS Machine"
by the stunt crew, as in "Please Make it Stop.")

Filming scenes depicting the valiant attack waged against the Machines by volunteers Zee and Charra was even more demanding than the actresses expected. "We were jumping and running through tunnels and landing on our knees and getting cut up," says Nona Gaye, who plays Zee, a Zion citizen who chooses to fight the Machines for a chance to reunite with her husband Link, a key member of Morpheus’ crew. "It
was really a little more strenuous than I thought it would be, but every bruise was worth it. The Siege is incredible."

Jada Pinkett Smith exhibited her fighting skills in The Matrix Reloaded and displays her character Niobe’s best-known skill in Revolutions: piloting a rebel hovercraft through a mechanical sewer line while enduring heavy attack from pulverizing Sentinels. "The script made a reference to Niobe’s muscles bulging as she steered the ship, so I figured I’d better get some muscles," says Pinkett Smith,
who gave birth to daughter Willow shortly before her training commenced. "I know it may not seem like it, but filming that sequence was tough. The Brothers wanted me to make it look as realistic as possible that I was steering this big, old, heavy ship and snaking it through a sewer line. That was a lot of work because of the tension that you have to hold in your body in order to seem like you’re moving a ship of that size."

From initial vision through preparation and execution, the level of innovation and talent put into the wire, fighting and stunt work on the Matrix films is unparalleled. "We’re all ruined," concludes Supervising Stunt Coordinator R.A. Rondell. "We’ve hit such a tremendous benchmark with these films that working on anything else is going to be a bit of a letdown. The ability and expertise of this crew
makes what we were able to achieve pretty unlimited. We’ve done as many as 70 takes in one day to make it perfect, to find a magic moment. We’ve become such hyper-perfectionists that it will be a letdown when we’re not allowed to go that extra distance."

BEYOND BULLET TIME & THE BURLY BRAWL:

CREATING REVOLUTIONARY VIRTUAL CINEMA

The visual effects process for The Matrix Reloaded and The Matrix Revolutions began in March 2000 at the production’s in-house visual effects division, ESC (pronounced "Escape"), where John Gaeta, visual effects supervisor of the Matrix trilogy, has supervised the creation of over 1,300 virtual effects shots for Reloaded and approximately 800 more for Revolutions – dwarfing in size and scope the 412 VFX
shots created for The Matrix.

Gaeta’s primary innovation for The Matrix has come to be known as "Bullet Time," a revolutionary technique for depicting cinematic action in the style of Japanese animation known as animé. Bullet Time refers to a conceptual state of being inside the virtual reality of the Matrix, in which a character – primarily Neo – obtains a "mind-over-Matrix" capability. The creative process
for bringing Bullet Time to the screen is called "virtual cinematography," a digital solution developed by Gaeta and the Matrix filmmakers to depict these "mind-over-Matrix" moments in slow-motion, as seen by a camera moving at regular speed. The result allowed Gaeta’s team to manipulate imagery at any given speed without losing clarity.

But this initial version of virtual cinematography was deemed inadequate – "almost arcane," as Gaeta sees it – for rendering the super-human events the Wachowski Brothers envisioned for Reloaded and the epic action they designed for Revolutions. Not only did Gaeta have to find a way to ignite Reloaded’s scorching fourteen minute freeway chase, render Neo’s "Burly Brawl" battle against
100 Agent Smiths and depict Neo flying at 2000 miles per hour over the sprawling Matrix megacity, but the Wachowskis’ ambitious Revolutions script called for a spectacular cascade of marauding creatures, mammoth robots controlled by men and virtual destruction that powers "the Siege," the apocalyptic battle in which the rebels mount an aggressive defense of Zion against the Machines’ relentless army of Sentinels and Diggers. Gaeta also needed to bring to life the
sinister Machine City, its "bio-mechanical" inhabitants and the ultimate confrontation between Neo and Agent Smith known as the "Super Burly Brawl."

"It was evident that we couldn’t go any further by utilizing the technology from the first Bullet Time shots," says Gaeta, who won an Academy Award for Visual Effects for The Matrix. "It was too restrictive and too labor intensive. The concept of Bullet Time needed to graduate to the true technology it suggested."

In other words, realizing Reloaded and Revolutions’ visionary action sequences required technology that didn’t exist yet. Familiar territory for Gaeta and the Wachowskis, but this time around, the filmmakers took their ambitious plan to advance virtual cinematography exponentially further than one can imagine. "They decided to create images that no one could copy," says producer Joel Silver. "That
takes a lot of time, a lot of money and a lot of talent. And the results are staggering. These guys didn’t just raise the bar for action filmmaking, for visionary storytelling, for what is visually possible – they obliterated it."

The centerpiece of Gaeta and Company’s answer to the first phase of virtual cinematography is their creation of virtual, three-dimensional depictions of the main characters for the purpose of enacting their impossible super-human feats at a level of realism never seen before. To create virtual humans, the VFX team utilized motion capture ("mocap"), a technique involving sophisticated cameras that recorded precise
motion data from reflective bodysuits worn by the main actors, Yuen Wo Ping’s martial arts team and the stunt performers as they executed the required action.

In addition to months’ worth of motion capture data acquired for Reloaded, extensive mocap was utilized in rendering Revolutions’ climactic Super Burly Brawl combat between Neo and Agent Smith. A special capture stage – which, at the time of production, was the largest motion capture performance stage ever created – was operated for more than four months parallel to principal photography. The data recorded
for Reloaded and Revolutions, as well as for the video game Enter the Matrix, is the most motion capture ever created for a film; the amount of capture needed to produce the most versatile of video games pales in comparison.

"Working with motion capture was something very new to me," says master martial arts choreographer Wo Ping. "It’s fantastic technology because it helps me to accomplish a lot of moves that can’t be done in real life. With motion capture, we can enforce the dynamic power and emphasize the beauty of the kicks and moves in a way that we couldn’t otherwise do."

In editing the motion capture data, Gaeta’s team literally fleshed out the virtual characters’ computer-generated bodies, adding photo-realistic muscles and wardrobe. Layering lifelike expressions onto the computer-generated cast involved another extreme innovation that the Matrix virtual artists have dubbed Universal Capture ("u-cap"). Five ultra-powerful high-resolution cameras were arranged in a semi-circle
around each actor’s face. As the actor conveyed a range of emotions and expressions, the Sony HDW 900 cameras recorded the performance to the most minute detail – all the way down to down to the pores and hair follicles.

Using these five real-time recordings to extrapolate the shapes of the characters’ faces to an extremely high resolution, the VFX team then applied the dimensional facial textures to the digital characters’ bodies, resulting in the most realistic computer-generated human images rendered to date.

Once the master content of each sequence was captured and fused with intricate layers of visual elements (including virtual backgrounds, objects and computer-generated enhancements like glistening glass, bullet wakes and blood), virtual cinematography opened up infinite camera composition and editorial possibilities, resulting in what the Matrix VFX team has dubbed "virtual cinema."

In the virtual cinema that fortifies the Super Burly Brawl, an unfettered camera follows Neo and Agent Smith as their furious battle escalates from an earth-shattering exchange of blows to a soaring sky-high smackdown. Virtual cinema also makes it possible to depict in unprecedented detail the surreal final impact of Neo’s fist colliding with Agent Smith’s face, creating an impossible event captured at impossible
camera angles as the action shifts between super slow motion and supersonic speed. This moment aspires to be the most photo-real, dynamically moving computer generated close-up of a human face ever created to date. (To commemorate this achievement, the Wachowski Brothers and Joel Silver had three-dimensional sculptures of the dramatic final result crafted into bronze medallions, which will be given to guests at each of the three Revolutions premieres in Los Angeles, Sydney and Tokyo.)

The groundwork for this kind of hyper-reality was laid in the rippling of a hi-rise building’s surface at the crescendo of the helicopter crash sequence in The Matrix. The filmmakers discarded the rules of standard physics, because in an algorithmic world like the Matrix, visual glitches like the surreal structural swell seemed natural. Reloaded and Revolutions exceed all expectations in furthering this fantastic new
form of action.

In addition to the groundbreaking visual effects that intensify the Super Burly Brawl, Gaeta’s team was responsible for developing state-of-the-art creature animation to realize the Wachowskis’ vision for the Siege. Revolutions breaks all animation-based boundaries in rendering the devastating destruction waged by Zion’s corps of rebel-manned Armored Personal Units (APUs) against the Machines’ furious
onslaught of Sentinels and Diggers. Through next generation "behavioral animation" and other A.I based methodologies, the VFX team also created the swarming bio-mechanical population of the Machine City. The insect-based creatures being driven by these technologies, as well as the large-scale environments of the Machine City and Zion, are all based on the singular designs of Geof Darrow, creator of ultra-detailed comic book classics like Hard Boiled.

In the tradition of contemporary Japanese animated movies, Revolutions also presents photo-real 3D interpretations of natural phenomenon like weather, water and flame to impressionistically convey intelligence, behavior and character. Scores of Revolutions elements from lightning to explosions were given a complete rethink on design, style and execution. "The brothers obsess on hyper-graphic depictions of supernatural
events," Gaeta reveals. "At every turn we’ve been striving to balance chaos and order, like putting a picture frame around a flash flood."

Commonly-reviewed material at visual effects headquarters during the photography stages included Darrow’s conceptual drawings and films such as Alien; 2001: A Space Odyssey; Vertigo; Apocalypse Now; Koyaanisqatsi and Powaqqatsi (highly-stylized documentaries about life on earth); IMAX’s Blue Earth; 20,000 Leagues Under the Sea; documentaries on ultimate fighting, the Hindenberg disaster, submarines from the 1800s,
undersea life, Rocky Marciano and other heavyweight champions; reality TV shows about car chases and crashes; high-speed car crash research and development films; information about robotics manufacturing, glass blowing, the making of the Chunnel (the tunnel that connects France and England), artificial intelligence and a reel of footage specializing in animé explosions of all sorts and sizes.

"Our work on Reloaded was concentrated on creating hyper-real virtual cinema in pursuit of super-human events like the Burly Brawl, the Freeway Chase and Neo flying," Gaeta explains. "For Revolutions, we focused our efforts on rendering epic, Revelations-like confrontations between man and machine, as well as large-scale environments within the real world, like the Machine City and Zion. I hope that our work
on both films compliments the most significant contributions to dark science fiction cinema since Blade Runner, Alien and a host of milestone high concept effects pictures."

The sheer volume of virtual effects – and the time needed to render them – necessitated that Gaeta delegate a portion of the workload to additional VFX vendors, who created specific shots under his supervision. Those vendors include: BUF, creators of the Code sequences and other special perception effects; Tippett Studios, creators of some fully-digital environments and complex creature scenes; Sony Imageworks,
creators of the Tunnel environments and large-scale events depicted within; and Giant Killer Robots, creators of the Underground environments.

To manage the intricate processes of creating virtual cinema from pre-visualization through post-production, Gaeta’s team collaborated to design the "Zion Mainframe," the most functional information and asset exchange engine ever created for a feature film. More then just a search engine, this new tool interlocks all departments involved in digitizing artwork, design concepts, storyboards, CAD stage plans, 3D
models for concept and stage planning, high-resolution models, Quicktime movies of all shots in progress (which can be retrieved through a digital dailies and shot history system) as well as full resolution back-ups of final shots created by visual effects vendors.

To date, over 1000 special photographic, physical and pyrotechnic effects and digital artists have worked on the virtual effects elements of The Matrix Reloaded and The Matrix Revolutions.

DESIGNING THE REVOLUTION

Envisioned by the Wachowski Brothers as one epic film that would be presented to audiences as two chapters of the three-piece story arc that began with The Matrix, The Matrix Reloaded and The Matrix Revolutions were shot over a grueling 270-day production schedule. Principle photography began in Oakland, California in March 2001 and wrapped that location in June. After a brief summer hiatus, production re-commenced in September
in Sydney, Australia, where the entire Matrix production was filmed in 1998. Reloaded and Revolutions were shot primarily at the Fox Studios in Sydney until production wrapped in August of 2002.

In Australia alone, the two films created over 3,500 jobs, employing 80 full-time actors and hundreds of extras. "It was a massive operation," says producer Joel Silver. "We had close to one thousand people on the payroll full-time. We were very lucky that we had great continuity of incredible personnel from the first film. "

One of the first artists employed to work on the Matrix trilogy was Geof Darrow, whose illustrations for comic books like the gleefully maniacal Hard Boiled were a source of great inspiration for the Brothers as they conceptualized their post-apocalyptic universe. For The Matrix, Darrow created painstakingly-drawn, almost torturously intricate designs for the films’ mechanized beings and sets. He reprised his role on
The Matrix Reloaded and The Matrix Revolutions, rendering conceptual drawings of Zion, the ominously sprawling Machine City and its insect-inspired machine creatures, the sinister-tentacled Sentinels, and the Zion military’s fleet of hovercraft and APUs (Armored Personal Units).

To bring the Reloaded and Revolutions design concepts to life, the Art Department employed over 400 people at any given moment under the aegis of production designer Owen Paterson. In contrast to the 30 sets he and his team designed for The Matrix, Paterson was responsible for creating a total of almost 150 sets for the two films, constructing approximately 70 sets for each. "That really is a huge amount of sets to build,
particularly given the limited number of stages we had," Paterson discloses. "Some of the sets weren’t used for more than a couple of days. It was an enormous logistical effort for Lead Art Director Hugh Bateup and a team of art directors and construction people who made this possible – a real exercise in getting one set finished, shot, broken down and out of the stage to make way for the next."

The most challenging environment for Paterson’s team to create was the vertical underground city of Zion. "Zion is the absolute opposite of the Matrix," Paterson explains. "This is no high tech space; it’s located near the center of the Earth. It’s rather reminiscent of the early 20th century industrial design, very decrepit but still practical."

Zion consists of various levels, the uppermost being the dock, a landing base for the hovercraft fleet. The Zion military, aided by courageous volunteers like Zee, Charra and the Kid, desperately battles to hold the dock from the Sentinel invasion. "The dock area looks like a large domed cistern fitted with aircraft carrier-sized landing platforms, walkways, ammo bunkers and elevators," Paterson describes. "It’s
very old and suffering from lack of materials repair, so we had to give it that rusty, aged look."

As part of the design process, Paterson’s team built 3D computer models of the Zion dock and every environment depicted within the city, as well as the cockpits and decks of the hovercraft fleet. These models could be viewed from any angle and were utilized by the Visual Effects department to bring Zion and the cataclysmic destruction of the Siege to life.

Numerous departments spent almost a year collaborating to realize the Wachowskis’ vision for the corps of APUs – Armored Personal Units, giant mechanized fighting machines used by the Zion military to defend against the marauding Machine Army. From a drawing by Darrow and computer-designed construction blueprints, the Prop Department eventually built a non-functioning APU in its actual dimensions: a 14-feet high,
two-and-a-half ton steel skeleton with a limited range of motion and arms that could be posed for development and animation by the VFX group. The APU’s removable torso was later used for close-ups during production.

For the filming of scenes in which actors maneuver the APUs in non-VFX shots, the design team constructed a carriage that was attached to a motion base to simulate the dramatic movements of the heavy-duty machinery. The live-action shots of the actors were later married to VFX shots of the APUs in motion. "There were probably over 1,000 pieces that went into the creation of the APU and its various elements," Paterson
muses. "It took a tremendous amount of collaboration among a very large crew to engineer and create this sophisticated machinery." (Visual Effects Supervisor John Gaeta and conceptual artist Geof Darrow make cameo appearances as APU operators in the gut-wrenching Siege sequence.)

Though the Siege is largely rendered by a spectacular array of visual effects, the Art Department supplied a number of physical sets for the explosive sequence. For the filming of Zee and Charra’s assaults on the Diggers while battling crushing debris and the lethal tentacles of swarming Sentinels, the team built interior defense ducts – concrete and steel tubing equipped with ladders and hatches – and the
upper level service channel, where the women stage a precarious last-ditch attack.

The art department also crafted several Darrow-designed Sentinels, but "only the dead ones," as Paterson put it. (His team created seven "hero" Sentinels and 30 wrecked versions.) The Prop Department built the first Sentinel from VFX computer files; this physical model was then cast, duplicated and painted. All the finish textures for the computer-generated flying Sentinels were based on the physical model.
"I had the dead Sentinels made primarily because I wanted to use these fantastic shapes to dress the walkways, elevators and bunkers," Paterson reveals. "I wanted to add texture to the rubble and the bullets and the chunks of fallen APUs, and give our actors something to approximate the slew of slithering tentacles that the VFX team would add in post-production. Like our work on the APU, there was a great deal of collaboration between departments in the creation of the
Sentinels. Everyone did a great job."

Paterson’s department often had to build two or three versions of the same set to depict it in various stages of destruction. Sets like the Club Hell Coat Check and the Dark Tower – the isolated skyscraper that Neo and Smith careen through during their Super Burly Brawl battle – needed to be capable of withstanding a good deal of action. "There was a vast amount of interactivity between the sets and the
effects," says the designer. "We had lots of breakaway and collapsing set pieces; lots of shapes crashing through sets; people being blown into walls; a lot of bullet effects – we needed things to explode very safely around people, and the sets had to accommodate that."

Paterson and company also created a small army of Agent Smith "dummies" that were posed as spectators in the Super Burly Brawl, lessening the number of CGI Smiths that the VFX team would have to add in post. "Hugh Bateup and Peter Wyborn put so much effort into getting the molds just right, doing meticulous skin tone tests and work on the faces, and having quality wigs constructed. Their Smith dummies really
looked like Hugo," praises Paterson.

The Matrix Art Department brought a sense of old, decaying architecture to the real-world sewer sets, enormous tunnels made of pipes used by the rebel fleet to navigate between Zion and Matrix broadcast depth. "It’s a threatened place with very intricate dressing that creates the feeling of a thousand years of rack and ruin," Paterson notes. "But it somehow celebrates the human will to live life to the
fullest and celebrate hope."

Whenever possible, Patseron’s crew recycled materials or designed sets from elements that could be used to create multiple environments. After wrapping the Freeway set from The Matrix Reloaded, the production donated over a mile’s worth of pristine lumber and plywood to Mexico, where it was used in the construction of 100 low-income family homes. The Revolutions sets were recycled in a different way, as Paterson
explains: "Everything about this film is curves. It’s steel. It’s more curves. It’s complicated shapes. There’s not been a lot of sets that have been regular, straightforward flattage where you can reuse it and recycle." The designer cleverly re-purposed elements of one set for another, helping to control cost and conserve materials. The sets of the hovercrafts Nebuchadnezzar, Mjolnir and the Vigilant utilize the same floor base and chair mechanisms
but are outfitted with different cores and wall groups. The Club Hell and the Sub Metro sets also shared essential elements.

Paterson also worked closely with costume designer Kym Barrett to ensure that their color palettes – green hues for the Matrix and blue tones for the real world – worked in sync. "The sets underscore the costumes, the color of which complement the sets," he says.

"The entire production design flows from the minds of Larry and Andy," Paterson notes. "To take something from being a written word, to a drawing on a piece of paper, to something that’s built physically or virtually in a computer is a wonderful thing. I am proud that my very talented team and I could work with Larry and Andy and be part of the process."

OUTFITTING THE REAL WORLD & THE MATRIX

Costume designer Kym Barrett designed literally thousands of costumes for The Matrix Reloaded and The Matrix Revolutions, evolving the trilogy’s wardrobe to suit the characters’ growth while maintaining continuity between the three films. "Neo and Trinity each take a long journey in the first movie, and become different people," observes Barrett, who gave birth twice during the course of production of
the trilogy. "Neo is no longer concerned with whether or not he’s the One, and Trinity is certain of her love for Neo and her belief in him. We tried to reflect their new confidence in what they wear."

Barrett’s wardrobe for Morpheus needed to reflect his growing leadership role in the rebellion against the Machines. "Everyone looks grungier in the real world than they do in the Matrix, but Morpheus always maintains poise," Barrett notes. "He draws strength from his conviction that Neo is the One and will end the war, and that confidence radiates in the way he wears his clothes, whether he’s on
the hovercraft, in Zion or in the Matrix."

"Kym is a creative genius," Laurence Fishburne attests. "It’s the little things she does. For instance, the shoes she chose for Morpheus – they’re such cool shoes. I loved those shoes! They made the character."

All the shoes worn by the principle actors, including Morpheus’ purple faux alligator boots, were designed by Barrett and handmade by Andre No. 1. Multiple pairs were crafted for each character to outfit the actor plus his or her stunt performers.

As she did for The Matrix, Barrett had to create multiple versions of each character’s wardrobe to accommodate the demands of various scenes: duplicate clothing made with stretchier material allowed for better movement in the fighting and action sequences, and other sets of wardrobe were specifically designed to accommodate wire harnesses. Costumes for Hugo Weaving and his Agent Smith stunt doubles numbered in the hundreds.

During the climactic, rain-drenched Super Burly Brawl showdown between Smith and Neo, Weaving, Reeves and numerous Smith doubles spent nearly two months shooting in a torrential downpour. "Our department worked out an elaborate system for keeping everyone warm, dry and safe in their costumes," recalls Barrett. "We anticipated a certain rate of attrition with the actors due to them having to stand there under
those conditions for twelve hours a day for two months, so the team worked very hard to make sure everyone’s wet suits were as comfortable as possible. We had a split crew, so we had people working almost twenty-four hours around the clock to make sure everything was dried and ready for the morning."

Under the direction of head hairstylist Judy Cory, the Matrix Hair Department created 182 "Hugo wigs" to cover all the Smith doubles and account for multiple changes due to the rain. As Weaving recalls, "All my doubles were standing there with their hair staying up beautifully in the rain, but even with massive amounts of hairspray, my hair started to just fall down in my face. So I had to put on a wig of my
own hair!"

His multiple-Smith experience led to some light-hearted self-reflection on Weaving’s part. "Well, I realize now how far my hairline’s receded," he says. "Normally I look at myself in the mirror and I think it’s alright. But when I was looking at everyone from the side, aaagh!"

Even the rain couldn’t compare with the single biggest challenge Barrett and the Matrix wardrobe department faced: costuming all the citizens of Zion for the elaborate Siege sequence. "It was a mammoth undertaking," Barrett admits. "We had hundreds of actors, stuntmen and extras to dress and all their clothes had to be very rusty, very simple but refined, in keeping with Zion."

To make the task even more challenging, the costumers couldn’t use any store-bought clothing or synthetic material. "Zion is the center of the Earth and life is sustained in part by all this steam-driven machinery, so it’s very hot," Barrett explains. "We imagined that they grow things by hydroponics because that process relies on water and heat. So we had to create clothing that could’ve been
made from hemp, made from natural fibers, vegetable fibers. We researched ancient China and Mongolia and looked at a lot of the mummies that were buried in really beautifully woven natural fibers, before the advent of silks. We found shapes and textures that we thought were delicate and beautiful, but raw."

For the overall look of Zion’s citizenry, Barrett chose a palette of light colors to contrast with the dark world in which they live. She explains: "Zion is a city under siege, so the clothes made by and for the people who live there emphasize function over fashion. At the same time, they take pride in their history and their craftsmanship, and their wardrobe reflects the true utilitarian spirit of the community."

Barrett also had to impart a sense of Zion’s structured military presence that is in keeping with the dire circumstances the forces are facing. As she sees it, "They’re under serious time constraints and under a tremendous amount of pressure, so you can feel a kind of mercenary element developing in the army. In the wardrobe, there’s evidence of a structured ranking system – the captains are all
in burgundies and reds, and the lieutenants are in dark blues – but it’s kind of fallen by the wayside, because there are bigger issues to deal with. For instance, we didn’t really differentiate between the different ships’ crews. They all belong to the same army, and they’ve lost people and have had to borrow crewmembers from other ships. They’re all basically under the same commander, following the same path."

For Jada Pinkett Smith’s character Niobe, the only female hovercraft captain in the Zion fleet, Barrett designed a distinctive wardrobe that reflects the contradictions in her nature. "We wanted Niobe’s wardrobe to exude her femininity as well as her strength," Barrett says. "I tried to make it character driven: just how do you make Jada Pinkett Smith, who is like a wisp, a beautiful little elf, into
this muscley woman who’s controlling a ship? Part of it is her training, part of it is her acting, and part of it is how much I show of her arms. To underscore her connection to Morpheus, we outfitted Jada in faux alligator skin, and I selected a burgundy color because it looked so beautiful with her skin tone."

Barrett went in a completely different direction in designing for the more malevolent inhabitants of the Matrix. Inspired by her research into iconic images of evil and fairytale characters, she tried to capture a "hard core fantasy feeling" in wardrobe for characters like the sharply affluent Merovingian and his mesmerizing wife Persephone. "I see the Merovingian and Persephone as the king and queen of hell,"
enthuses Barrett. "Snow White inspired their evil-in-rubber look."

"Kym did an amazing job with my costume – it just is Persephone," says Monica Bellucci, who plays the woman described in the screenplay as "sex and death squeezed into a woman’s business suit made of latex." "Whenever I put it on, I immediately became her."

In Revolutions, Persephone and the Merovingian hold court at a sinister underground Matrix nightclub known as Club Hell. The extras populating the club played a large part in establishing its dark, decadent ambience. "We wanted to evoke a high-end fetish feeling, but we also wanted the idea of a Bosch painting of hell running through it," Barrett describes. "There is a certain melding of the human and the inhuman
in the people in those paintings, so we made up the actors in a way that added different animal elements to their character, giving them almost a gargoyle aspect. We wanted to establish a balance between a modern club and a fantasy realm."

The wardrobe for the Merovingian and his henchmen required Barrett to create an arresting combination of style and functionality. "We tried to use period shapes with a lot of stretch animal print for an old-world/modern mix. We wanted them nice and tight so that you could see them moving in the air really well, because they do a lot of wirework and kicking."

Another of the Merovingian’s minions is the Trainman, a wild-eyed specter in a rumpled suit with an armful of watches who runs the train that travels between the Machine World and the Matrix. "The Trainman is the ferryman between the two worlds, the bridge across the river, and so he has a kind of mythical characterization," explains Barrett. "The Brothers were very clear about how they want the characters
to look in the modern context, but then I tried to add a feeling of something else lurking underneath, a broad, subconscious base that we all recognize from our fairytales and myths.

"We have really good villains," Barrett concludes. "And not very run-of-the-mill villains, so they’re proving to be the most fun out of everything we do."

THE MATRIX REVOLUTIONS: THE IMAX EXPERIENCE

Not only are Warner Bros. Pictures and Village Roadshow Pictures making cinematic history with their simultaneous global release of The Matrix Revolutions, but the final explosive chapter in the phenomenal Matrix trilogy will break further ground when it becomes the first digitally re-mastered major live action event film to be released concurrently in 35mm and IMAX’s revolutionary 15/70 format. Digitally re-mastered
for the world’s largest screens, The Matrix Revolutions: The IMAX Experience will debut at IMAX® Theatres worldwide on November 5, 2003, concurrently with the 35mm theatrical release of The Matrix Revolutions.

Warner Bros. Pictures and Village Roadshow Pictures previously collaborated with IMAX on the hugely successful release of The Matrix Reloaded: The IMAX Experience, which debuted on 39 IMAX screens on June 6, 2003, launching three weeks after the 35mm theatrical release of The Matrix Reloaded on May 15. The Matrix Reloaded: The IMAX Experience later expanded to 54 IMAX screens throughout North America and 14 screens internationally,
grossing more than $13 million worldwide to date.

Like The Matrix Reloaded: The IMAX Experience, The Matrix Revolutions: The IMAX Experience has been digitally transformed into the unparalleled image and sound quality of The IMAX Experience® through revolutionary and proprietary IMAX® DMR™ (Digital Re-mastering) technology. IMAX Theatres offer unequalled clarity and intensity of image as audiences experience the action, adventure, drama and emotion of The Matrix
Revolutions on screens up to eight stories tall and 120 feet wide, and surrounded by 12,000 watts of pure digital sound. (IMAX screens are three times larger than the average 35mm screen, 4500 times larger than the average TV screen, and are as wide as an NFL football field.)

"We’re excited to give fans the opportunity to experience the world of the Matrix in this spectacular format," says producer Joel Silver, who, along with the Wachowski Brothers, had orginally intended to convert only Revolutions to IMAX DMR, but after seeing the amazing conversion test on footage from The Matrix, decided to release a digitally re-mastered Reloaded in IMAX theatres as well. "Throughout the
IMAX DMR converstion process, the IMAX team took meticulous care of maintaining the technical integrity of the films. The IMAX Experiece of both Reloaded and Revolutions adds a new dimension to the films’ groundbreaking action and advances the Wachowski Brothers’ vision for telling the trilogy’s story in multiple formats."

The sheer size of a 15/70 film frame, combined with the unique IMAX projection technology, is the key to the extraordinary sharpness and clarity of a 15/70 film. The 15/70 image is ten times larger than a conventional 35mm frame and three times bigger than a standard 70mm frame. IMAX projectors are the most advanced, highest-precision and most powerful projectors ever built The key to their superior performance and reliability
is the unique "Rolling Loop" film movement. The Rolling Loop advances the film horizontally in a smooth, wave-like motion. During projection, each frame is positioned on fixed registration pins, and the film is held firmly against the rear element of the lens by a vacuum. As a result, the picture and focus steadiness are far above normal projection standards and provide outstanding image clarity.

To fully envelop IMAX Theatre-goers, the presentation is enhanced by a six-channel stereo surround system comprised of 44 custom designed speakers that extract 12,000 watts of pure digital srround sound. The IMAX Proportional Point Source loudspeaker system was specifically designed for IMAX Theatres and allows the audience superb sound quality regardless of where they may be seated.

Today, there are more than 200 films in the medium’s film library, many of them bridging the gap between education and entertainment experience, providing entertainment to markets worldwide.

WHAT IS IMAX® DMR™ TECHNOLOGY?

IMAX has redefined the movie-going experience through IMAX DMR, a patent pending revolutionary technology that allows live-action films to be transformed into the unparalleled image and sound quality of The IMAX Experience.

IMAX DMR (Digital Re-Mastering) starts by converting a 35mm frame into digital form at very high resolution, capturing all the detail from the original. The proprietary software mathematically analyzes and extracts the important image elements in each frame from the original structure to create a pristine form of the original photography. This is the most complex step in IMAX DMR. The image on a 35mm film frame is comprised
of a fine grain structure like that of all photographic images. This grain, when projected onto the IMAX screen, looks like a TV channel that isn’t quite tuned to the station. Removing the grain while preserving the quality of the underlying image is the basis of IMAX DMR.

To create the brightness and clarity that audiences have come to expect from The IMAX Experience, IMAX uses a proprietary computer program to make the images sharper than they were originally, while colors are adjusted for the unique technically superior characteristics of the IMAX screen. The completed re-mastered film is then transferred onto the world’s largest film format, 15-perforations 70mm. Sonically, IMAX has
always delivered incredible six-channel multi-speaker sound that helps put audiences in the picture. IMAX recreates this immersive experience for IMAX DMR by recreating the film’s original soundtrack.

ABOUT IMAX CORPORATION

Founded in 1967, IMAX Corporation is one of the world's leading entertainment technology companies. IMAX’s businesses include the creation and delivery of the world’s best cinematic presentations using proprietary IMAX and IMAX 3D technology, and the development of the highest quality digital production and presentation. IMAX has developed revolutionary technology called IMAX DMR (Digital Re-mastering) that makes
it possible for virtually any 35mm film to be transformed into the unparalleled image and sound quality of The IMAX Experience. The IMAX brand is recognized throughout the world for extraordinary and immersive family entertainment experiences. As of June 2003, there were more than 235 IMAX theatres operating in 34 countries.

IMAX®, IMAX® 3D, IMAX®DMR™ and The IMAX Experience® are trademarks of IMAX Corporation. More information on the Company can be found at www.imax.com.

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